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At Integrated our vision is to become the preferred source globally for equipment, products, and services to the oil, gas, and energy industries. One way we will achieve our vision is through an environment dedicated to high employee morale, honesty, integrity, and teamwork. This Code of Business Conduct and Ethics (the “Code”) has been adopted to further our company values in seeking to reach our vision.

The Code covers a wide range of business practices and procedures. It does not cover every issue that may arise, but it sets out basic principles to guide all employees of Integrated. All of our employees must conduct themselves accordingly and seek to avoid even the appearance of improper behavior. The Code should also be provided to, and followed by, Integrated’s agents, distributors, and representatives, including consultants. If a law conflicts with a policy in this Code, you must comply with the law; however, if a local custom or policy conflicts with this Code, you must comply with the Code. If you have any questions about these conflicts, you should ask your supervisor or other appropriate personnel how to handle the situation. Those who violate the standards in this Code will be subject to disciplinary action, up to and including immediate termination of employment.

If you are in a situation which you believe may violate or lead to a violation of this Code, follow the guidelines described in the Compliance Procedures Section of this Code.

Compliance with Laws, Rules and Regulations
Obeying the law, both in letter and in spirit, is the foundation on which Integrated’s ethical standards are built. All employees must respect and obey the laws of each country, state or city in which we operate. Although not all employees are expected to know the details of these laws, it is important to know enough to determine when to seek advice from supervisors or other appropriate personnel.

Conflicts of Interest
A “conflict of interest” exists when a person’s private interest interferes in any way with the interests of Integrated. A conflict situation can arise when an employee takes actions or has interests that may make it difficult to perform his or her Integrated work objectively and effectively. Conflicts of interest may also arise when an employee or members of his or her family, receives improper personal benefits as a result of his or her position in Integrated. Loans to, or guarantees of obligations of, employees and their family members may create conflicts of interest. It is always a conflict of interest for an Integrated employee to work simultaneously for a competitor, customer or supplier. You are not allowed to work for a competitor as a consultant or board member.

The best policy is to avoid any direct or indirect business connection with our customers, suppliers, or competitors, except on behalf of Integrated. Conflicts of interest are prohibited as a matter of Integrated policy, except under guidelines approved by the company President. Conflicts of interest may not always be clear-cut, so if you have a question, you should consult with higher levels of management or the individual designated in the Compliance Procedures Section of this Code. Any employee, who becomes aware of a conflict or potential conflict should bring it to the attention of a supervisor or other appropriate personnel or consult the procedures described in the Compliance Procedures Section of this Code.

Use of Company Property
No employee may use company property, information, or position for improper personal gain, and no employee may compete with Integrated directly or indirectly. Employees owe a duty to Integrated to advance its legitimate interests when the opportunity to do so arises.

Competition and Fair Dealing
We seek to outperform our competition fairly and honestly. We seek competitive advantages through superior performance, never through unethical or illegal business practices. Stealing proprietary information, possessing trade secret information that was obtained without the owner’s consent, or inducing such disclosures by past or present employees of other companies is prohibited. Each employee should endeavor to respect the rights of and deal fairly with Integrated’s customers, suppliers, competitors, and employees. No employee should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other intentional unfair dealing practice. To maintain Integrated’s valuable reputation, we must deliver quality products and services to our customers in a professional manner. The purpose of business entertainment and gifts in a commercial setting is to create goodwill and sound working relationships, not to gain unfair advantage with customers. No gift or entertainment should ever be directly or indirectly offered, given, provided or accepted by any employee, family member of an employee, or any agent distributor, or representative to or from any customer, supplier or competitor of Integrated unless it:

  Is not a cash gift.   Is not excessive in value.
  Is consistent with customary business practices.   Does not violate any laws or regulations.
  Cannot reasonably be construed as a bribe or payoff.    

Please discuss with your supervisor any gifts or proposed gifts which you are not certain are appropriate.

Discrimination and Harassment
The diversity of Integrated’s employees is a tremendous asset. We are firmly committed to providing equal opportunity in all aspects of employment and will not tolerate any illegal discrimination or harassment of any kind. Examples include derogatory comments based on racial, gender, or ethnic characteristics and unwelcome sexual advances.

Courtesy
Integrated’s success depends upon the quality of the relationships between employees, customers, and suppliers. The impressions of customers and suppliers are based on how they are treated. Employees should treat fellow employees, customers, and suppliers in a courteous and professional manner at all times.

Health, Safety, and Environmental
Integrated is committed to provide products and services with safety and the environment in mind, while conducting our business for the benefit and well-being of our employees, customers, general public, and the society in which we live. The company provides the processes, facilities, standards, and training to ensure that we create a safe and healthy work environment for our employees, general public, and the society in which we live. Each employee has responsibility for maintaining a safe and healthy workplace for all other employees by following safety and health rules and practices and reporting accidents, injuries and unsafe equipment, practices or conditions. Violence and threatening behavior are not permitted. Employees should report to work in condition to perform their duties, free from the influence of illegal drugs or alcohol. The use of illegal drugs or alcohol in the workplace will not be tolerated.

Record-Keeping
Integrated requires honest and accurate recording and reporting of information in order to make responsible business decisions. All of Integrated’s books, records, accounts and financial statements must be maintained in reasonable detail, must appropriately reflect the Integrated’s transactions and must conform both to applicable legal requirements and to Integrated’s system of internal controls. Periodic and other reports (financial and otherwise) to foreign, federal, state and local government agencies must present a full, fair, accurate, timely and understandable disclosure of Integrated. Business records and communications often become public, and we should avoid exaggeration, derogatory marks, guesswork or inappropriate characterizations of people and companies that can be misunderstood. This applies equally to e-mail, internal memos, and formal reports.

Confidentiality
Employees must maintain the confidentiality of Integrated information entrusted to them by Integrated, its customers or suppliers, except when disclosure is authorized by a supervisor or required by laws or regulations. Confidential information includes all non-public information that might be of use to competitors, or harmful to Integrated or its customers, if disclosed. It also includes information that suppliers and customers have entrusted to us. Confidential information includes intellectual property such as trade secrets, patents, trademarks, and copyrights, as well as customer lists; supplier lists; pricing; plans for new products and services; product specifications; company earnings; unpublished information regarding products, design, research, development, manufacture, distribution, marketing and sales; customer information including purchase orders, discounts, sales, contacts; profit margins; and proposed acquisitions or joint ventures. The obligation to preserve confidential information continues even after employment ends.

Protection and Proper Use of Company Assets
All employees should endeavor to protect Integrated’s assets and ensure their efficient use. Theft, carelessness, and waste have a direct impact on Integrated’s profitability. All Integrated assets should be used only for legitimate business purposes. Any suspected incident of fraud or theft should be immediately reported for investigation. Integrated charge accounts, credit cards, bank accounts and other resources are strictly limited to Integrated use; personal charges on Integrated accounts are prohibited, though nominal personal charges that occur in connection with, and are incidental to, a legitimate business purpose may be permitted if they are promptly reported and reimbursed in accordance with Integrated policy. Integrated equipment should not be used for non-Integrated business, though incidental personal use may be permitted. The obligation of employees to protect Integrated’s assets includes its proprietary information. Proprietary information includes intellectual property such as trade secrets, patents, trademarks, and copyrights, as well as customer lists; supplier lists; pricing; plans for new products and services; product specifications; company earnings; unpublished information regarding products, design, research, development, manufacture, distribution, marketing and sales; customer information including purchase orders, discounts, sales, contacts; profit margins; and proposed acquisitions or joint ventures. Unauthorized use or distribution of this information would violate Integrated policy and could also be illegal and result in civil or even criminal penalties.

Payments to Government Personnel
The U.S. Foreign Corrupt Practices Act prohibits giving anything of value, directly or indirectly, to officials of foreign governments or foreign political candidates in order to obtain or retain business. It is strictly prohibited to make illegal payments to government officials of any country. In addition, the U.S. government has a number of laws and regulations regarding business gratuities which may be accepted by U.S. government personnel. The promise, offer or delivery to an official or employee of the U.S. government of a gift, favor or other gratuity in violation of these rules would not only violate Integrated policy but could also be a criminal offense. State and local governments, as well as foreign governments, may have similar rules. Consult your supervisor if you have any questions.

Reporting Any Illegal or Unethical Behavior
Employees are encouraged to talk to supervisors or other appropriate personnel about observed illegal or unethical behavior and when in doubt about the best course of action in a particular situation. Employees are required to report any violations of laws, rules, or regulations of this Code in accordance with the Compliance Procedures Section. It is the policy of Integrated not to allow retaliation or retribution for reports of misconduct by others made in good faith by employees. “Good faith” does not mean that you have to be right – but it does mean that you believe that you are providing truthful information. Employees are expected to cooperate in internal investigations of misconduct.

Compliance Procedures
We must all work to ensure prompt and consistent action against violations of this Code. Since we cannot anticipate every situation that will arise, it is important that we have a way to approach a new question or problem. These are the steps to keep in mind:

 
Make sure you have all the facts. In order to reach the right solutions, we must be as fully informed as possible.
 
Ask yourself: What specifically am I being asked to do? Does it seem unethical or improper? This will enable you to focus on the specific question you are faced with, and the alternatives you have. Use your judgment and common sense; if something seems unethical or improper, it probably is.
 
Clarify your responsibility and role. In most situations, there is shared responsibility. Are your colleagues informed? It may help to get others involved and discuss the problem.
 
Discuss the problem with your supervisor. This is the basic guidance for all situations. In many cases, your supervisor will be more knowledgeable about the question, and will appreciate being brought into the decision making process.
 
Discuss the problem with your supervisor.  This is the basic guidance for all situations.  In many cases, your supervisor will be more knowledgeable about the question, and will appreciate being brought into the decision making process.
 
Seek help form Integrated resources. In the rare case where it may not be appropriate to discuss and issue with your supervisor, or where you do not feel comfortable approaching your supervisor with your question you may discuss it with Integrated’s Chief Financial Officer. If you prefer to write, address your concerns to: Integrated Equipment, Inc., 5701 Brittmoore Road, Houston, Texas 77041; Attention:Chief Financial Officer
 
Always ask first, act later: If you are unsure of what to do in any situation, seek guidance before you act.